Pangaea Logistics Solutions (PANL) Proxy Filing summary

Executive summary

• A special meeting is called to approve the issuance of new shares as part of a merger with Renaissance Holdings LLC, a subsidiary of Strategic Shipping Inc. (SSI), resulting in the acquisition of 15 handy-size bulk vessels and related assets.

• The merger consideration will be paid in shares, expected to represent approximately 29% (but not less than 25% or more than 30%) of the post-merger outstanding shares.

• The transaction includes an Investor and Registration Rights Agreement granting SSI board representation, registration, and pre-emptive rights, and technical management agreements for the acquired fleet.

• The board unanimously recommends voting in favor of the share issuance and any necessary adjournment to solicit additional proxies.

Voting matters and shareholder proposals

• Shareholders are asked to approve the issuance of merger shares (Proposal 1) and to allow adjournment or postponement of the meeting if more votes are needed (Proposal 2).

• Approval of Proposal 1 is required under Nasdaq Listing Rule 5635, as the share issuance exceeds 20% of outstanding shares.

• Both proposals require a majority of shares present in person or by proxy to pass.

• Failure to approve Proposal 1 will prevent the merger from closing.

Board of directors and corporate governance

• SSI will have the right to designate up to two directors to the board immediately after closing, with at least one being independent.

• SSI retains board representation rights as long as it holds at least 10% of outstanding shares, with proportional reduction if its stake falls below 20%.

• One SSI director will serve on the compensation committee for as long as SSI has board representation.